Business Context and Reporting Period
Company: ZOOZ Strategy Ltd. (formerly ZOOZ Power Ltd.)
Reporting Period: Fiscal year ended December 31, 2025
Business Model Transition: In July 2025, the Company fundamentally shifted its strategy from its "Legacy Business" (flywheel-based power boosting for EV charging) to a Bitcoin treasury reserve strategy. While the Legacy Business continues to operate on a reduced scale, the Company now primarily holds Bitcoin as a strategic treasury asset. The Company changed its functional currency from the New Israeli Shekel (NIS) to the U.S. Dollar (USD) effective September 30, 2025.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Revenue | $0.25 million | $1.04 million |
| Net Loss | $(55.59) million | $(10.99) million |
| Unrealized Loss on Digital Assets | $(30.31) million | $0 |
| Cash and Cash Equivalents (Dec 31, 2025) | $27.03 million | $7.53 million |
| Digital Assets (Carrying Value) | $91.63 million | $0 |
| Bitcoin Holdings | ~1,047 BTC | 0 |
| Accumulated Deficit | $(113.76) million | $(58.17) million |
Material Changes vs. Prior Period
- Strategic Pivot: The Company raised approximately $153 million in net proceeds via a Private Placement in 2025, utilizing the majority of funds to purchase Bitcoin. This resulted in a significant increase in total assets, driven by the $91.6 million carrying value of digital assets.
- Revenue Decline: Legacy Business revenue dropped to $0.25 million in 2025 from $1.04 million in 2024 due to a company-wide cost reduction initiative and the cessation of new system sales in the second half of 2025.
- Expense Volatility: General and Administrative (G&A) expenses surged to $14.9 million (from $3.7 million in 2024), primarily driven by $6.7 million in share-based compensation (RSUs) granted to directors and executives, and increased investor relations costs.
- Inventory Write-offs: The Company recorded a $2.9 million inventory write-off and a $0.45 million loss on property, plant, and equipment disposals, reflecting the wind-down of Legacy Business manufacturing capabilities.
- Debt Repayment: The Company fully repaid all outstanding promissory notes (EBC Note and Keyarch Global Note) totaling approximately $3.2 million in September 2025.
Guidance, Outlook, and Risks
Outlook: Management believes current cash balances and liquid resources (including Bitcoin) are sufficient to fund operations for at least 12 months. The Company does not anticipate paying cash dividends. Future results will be heavily influenced by Bitcoin price volatility, which is recognized in net income under ASU 2023-08.
Material Risks:
- Bitcoin Volatility: The Company's financial results are now directly tied to Bitcoin price fluctuations. A significant decline in Bitcoin price would materially adversely affect earnings and balance sheet value.
- Nasdaq Listing Compliance: The Company received notice from Nasdaq on December 16, 2025, regarding non-compliance with the $1.00 minimum bid price requirement. It has until June 15, 2026, to regain compliance or risk delisting.
- Internal Controls: A material weakness in internal control over financial reporting was identified and remains unremediated as of December 31, 2025, specifically regarding personnel with sufficient U.S. GAAP and SEC reporting expertise.
- Geopolitical Risk: As an Israeli company, operations are exposed to regional instability, including the ongoing conflict in the Middle East, which could disrupt operations or increase costs.
- Regulatory Uncertainty: The Company faces evolving regulatory frameworks regarding digital assets in the U.S., Israel, and globally, including potential reclassification of Bitcoin as a security.
Investor Verification Checklist
- Bitcoin Valuation: Verify the current fair market value of the 1,047 Bitcoin holdings against the $91.6 million carrying value, noting the unrealized loss of $30.3 million recorded in 2025.
- Nasdaq Compliance Status: Monitor the Company's share price to determine if it will meet the $1.00 minimum bid price requirement by the June 15, 2026 deadline to avoid delisting.
- Internal Control Remediation: Review future filings for progress on remediation of the material weakness in internal controls over financial reporting.
- Liquidity Runway: Assess the sufficiency of the $27 million cash balance relative to operating burn rates, considering the Company's history of losses and lack of significant operating cash flow.
- Dilution Risk: Evaluate the impact of outstanding warrants (approx. 106 million shares underlying) and the $1 billion ATM facility on potential future dilution.